Terms and Conditions

Effective Date: 18 June 2026

These Terms and Conditions govern all sales, supplies, and services provided by VSP SUPPLIERS LTDto its customers.

1. Definitions

• Goods means any products, materials, equipment, consumables, or items supplied by us.
• Order means a purchase order, request, or instruction submitted by the Customer.
• Agreement means these Terms and Conditions together with any accepted Order.

2. Orders

2.1 All Orders placed by the Customer are subject to acceptance by the Supplier.

2.2 The Supplier reserves the right to refuse any Order at its discretion.

2.3 Once an Order has been accepted, it may not be cancelled or amended without the Supplier's written consent.

2.4 The Customer is responsible for ensuring that all Order details, quantities, specifications, and delivery information are accurate.

3. Pricing

3.1 Prices are as quoted by the Supplier and may be subject to applicable taxes, VAT, duties, delivery charges, or other costs unless otherwise stated.

3.2 The Supplier reserves the right to adjust prices due to increases in supplier costs, transportation charges, import duties, currency fluctuations, or other factors beyond its reasonable control.

4. Payment Terms

4.1 Payment shall be made within 30 days from the invoice date unless otherwise agreed in writing.

4.2 The Supplier may require advance payment, deposits, or credit approval before processing Orders.

4.3 Late payments may incur interest at 8% above the Bank of England base rate or the maximum rate permitted by law.

4.4 The Customer shall not withhold payment due to any dispute unless agreed in writing.

5. Delivery

5.1 Delivery dates are estimates only and are not guaranteed.

5.2 The Supplier shall not be liable for delays caused by manufacturers, carriers, customs authorities, shortages, force majeure events, or circumstances beyond its control.

5.3 Risk in the Goods passes to the Customer upon delivery to the specified location.

5.4 The Customer shall inspect the Goods upon delivery and notify the Supplier of any shortages, damages, or defects within 48 hours.

6. Product Availability and Substitution

6.1 Goods are supplied subject to availability.

6.2 Where a product is unavailable, the Supplier may offer a comparable substitute of equal or higher quality, subject to Customer approval where reasonably practicable.

7. Returns and Claims

7.1 Returns will only be accepted with the Supplier's prior written authorization.

7.2 Goods customized, specially ordered, perishable, or made to Customer specifications may not be returned unless defective.

7.3 Claims for defective Goods must be submitted in writing with supporting evidence within 7 days of delivery.

7A. Returns and Refunds Policy

7A.1 Returns Authorization

Returns will only be accepted with the Supplier's prior written authorization. Customers must contact VSP SUPPLIERS LTD before returning any Goods.

7A.2 Eligibility for Returns

• Goods are damaged upon delivery;
• Incorrect Goods have been supplied;
• Goods are defective due to manufacturing faults; or
• The Supplier has otherwise agreed in writing to accept the return.

7A.3 Non-Returnable Goods

• Customized or bespoke products;
• Special-order items;
• Perishable goods;
• Opened hygiene or sanitary products;
• Goods damaged due to misuse, negligence, improper storage, or unauthorized modification.

7A.4 Condition of Returned Goods

• Be unused and in their original condition;
• Include all original packaging where reasonably possible;
• Be accompanied by proof of purchase or invoice reference.

The Supplier reserves the right to reject returned Goods that do not meet these requirements.

7A.5 Refunds

Where a return is approved, VSP SUPPLIERS LTD may, at its sole discretion:

• Replace the Goods;
• Provide a credit note;
• Issue a refund.

Approved refunds will be processed within 14 business days of receiving and inspecting the returned Goods.

7A.6 Delivery Charges

Original delivery charges are non-refundable unless the return results from an error by the Supplier or defective Goods.

7A.7 Return Costs

Unless the Goods are defective, damaged, or supplied incorrectly, the Customer shall be responsible for all return shipping or collection costs.

7A.8 Business-to-Business Transactions

VSP SUPPLIERS LTD supplies Goods primarily on a business-to-business basis. Statutory consumer cancellation rights under applicable consumer legislation do not apply unless expressly agreed in writing.

8. Retention of Title

8.1 Ownership of the Goods shall remain with the Supplier until all sums owed by the Customer have been paid in full.

8.2 Until ownership passes, the Customer shall store the Goods separately and maintain them in good condition.

9. Warranties

9.1 The Supplier will use reasonable efforts to ensure Goods meet the specifications provided by manufacturers or suppliers.

9.2 Except as required by law, all other warranties, representations, and conditions are excluded to the fullest extent permitted by law.

10. Limitation of Liability

10.1 The Supplier's total liability arising out of or relating to any Order shall not exceed the value of the relevant Order.

10.2 The Supplier shall not be liable for:

• Loss of profits;
• Loss of business opportunities;
• Loss of revenue;
• Indirect or consequential losses;
• Delays caused by third parties.

10.3 Nothing in these Terms excludes liability for fraud, death, or personal injury caused by negligence where such exclusion is prohibited by law.

11. Force Majeure

• Natural disasters;
• Fire;
• Flood;
• Pandemic;
• Government restrictions;
• Industrial disputes;
• Transportation disruptions;
• Supplier shortages.

12. Customer Responsibilities

• Provide accurate delivery information;
• Ensure suitable access for deliveries;
• Obtain any required permits or approvals;
• Comply with all applicable laws and regulations.

13. Confidentiality

Both parties agree to keep confidential any commercial, financial, or operational information obtained during the business relationship unless disclosure is required by law.

14. Data Protection

The parties shall comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

15. Termination

• The Customer fails to make payment when due;
• The Customer becomes insolvent;
• The Customer breaches these Terms and fails to remedy the breach within a reasonable period.

16. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

17. Entire Agreement

These Terms and Conditions constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter.